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To: Mike Buckley who wrote (28799)	7/25/2000 5:45:57 PM
From: slacker711	Read Replies (3) \| Respond to of 54805

I can't imagine Jacobs being the Chairman of the Board of a company with such a strong relationship with Q when Q doesn't retain a significant though minority interest in Spinco. I find this odd too....but according to the following, Qualcomm will be spinning off all of their shares and yet IJ will still be Chairmen of both companies. qualcomm.com What are the relationships between QUALCOMM and Spinco? Current Status. Spinco is currently a 100% owned subsidiary of QUALCOMM Incorporated. Before the IPO. Prior to Spinco's IPO, QUALCOMM will transfer specified assets and employees to Spinco in order to establish Spinco's separate business identity and operations. After the IPO. Following Spinco's IPO, QUALCOMM will own more than 90% of Spinco, and the general public stockholders will own the rest. Spinco will operate as a separate public company, however it will be controlled by QUALCOMM until the Spinoff. Upon the Spinoff. QUALCOMM plans to distribute all of its Spinco shares to QUALCOMM stockholders upon the Spinoff. After the Spinoff. After the Spinoff, QUALCOMM and Spinco will operate as two independent public companies. Intercompany Agreements. QUALCOMM and Spinco will have entered into a number of agreements, including agreements that pertain to the provision of transitional services between the companies, that will govern the terms and conditions of business transactions between the two companies. Management. Following the IPO, Spinco and QUALCOMM will have separate senior and executive management. Dr. Irwin Mark Jacobs will be the Chairman of the Board of both companies.

To: Mike Buckley who wrote (28799)	7/25/2000 5:53:08 PM
From: kumar	Respond to of 54805

<<remaining shares will be "offered" to Qualcomm shareholders. What exactly does "offered" mean? Intuitively, "free" doesn't enter into that equation. :) I assume it means Qualcomm shareholders will be offered the remaining shares at the IPO price. Right?>> the short answer is "dont know". long winded : Going by the HWP/A situation (which I recently experienced), "offered" means u can trade QCOM-exdividend or QCOM-withdividend. the stock in Spinco is treated from an IRS perspective, as a "tax free dividend". if u choose to buy QCOM on the "date when the dividend is paid out to shareholders" aka "distribution date", your cost basis is "fair market value" for that day (they use some formula to calc that). the FMV on "distribution date" has no correlation to the IPO price of Spinco. If u were already a shareholder of QCOM-withdividend prior to distribution date, your term for ST/LT cap gains on Spinco is the date when the QCOM shares were purchased. (I'm a bit grey on this, which is why I chose to hang on to A for a year). all of this assumes that QCOM follows the HWP/A model, which was based on the AT&T/LU model... cheers, kumar